Title 16 - Corporations
- Chapter 04 - Share Assessment Act
- 16-4-101 - Title.
- 16-4-102 - Definitions.
- 16-4-201 - Assessments.
- 16-4-202 - Procedure for assessment in absence of provisions in articles or bylaws.
- 16-4-203 - Equitable assessment.
- 16-4-204 - Order levying assessment -- Contents.
- 16-4-205 - Notice of assessment -- Form and contents.
- 16-4-206 - Service and publication of notice of assessment.
- 16-4-301 - Enforcement of assessment.
- 16-4-302 - Notice of sale -- Form.
- 16-4-303 - Service and publication of notice of sale.
- 16-4-304 - Power of sale.
- 16-4-305 - Number of shares to be sold.
- 16-4-306 - Determining the highest bidder -- Transfer to highest bidder.
- 16-4-307 - Purchase by corporation, officer, or director -- Redemption.
- 16-4-308 - Status of shares purchased by corporation, officer, or director.
- 16-4-309 - Extension of time specified in notices.
- 16-4-310 - Error or omission in proceedings -- Effect.
- 16-4-311 - Action to recover shares sold -- Tender -- Limitation of action.
- 16-4-312 - Affidavit and posting of notice -- Evidence.
- Chapter 06a - Utah Revised Nonprofit Corporation Act
- 16-6a-1001 - Authority to amend articles of incorporation.
- 16-6a-1002 - Amendment of articles of incorporation by board of directors or incorporators.
- 16-6a-1003 - Amendment of articles of incorporation by board of directors and members.
- 16-6a-1004 - Voting on amendments of articles of incorporation by voting groups.
- 16-6a-1005 - Articles of amendment to articles of incorporation.
- 16-6a-1006 - Restated articles of incorporation.
- 16-6a-1007 - Amendment of articles of incorporation pursuant to reorganization.
- 16-6a-1008 - Conversion to a business corporation.
- 16-6a-1008.7 - Conversion to or from a domestic limited liability company.
- 16-6a-1009 - Effect of amendment of articles of incorporation.
- 16-6a-101 - Title.
- 16-6a-1010 - Amendment of bylaws by board of directors or members.
- 16-6a-1011 - Bylaw changing quorum or voting requirement for members.
- 16-6a-1012 - Bylaw changing quorum or voting requirement for directors.
- 16-6a-1013 - Approval by third persons.
- 16-6a-1014 - Amendment terminating members or redeeming or canceling memberships.
- 16-6a-102 - Definitions.
- 16-6a-103 - Notice.
- 16-6a-104 - Powers of the division.
- 16-6a-105 - Filing requirements.
- 16-6a-106 - Forms.
- 16-6a-107 - Fees.
- 16-6a-108 - Effective time and date of filed documents.
- 16-6a-109 - Correcting filed documents.
- 16-6a-110 - Filing duty of division.
- 16-6a-1101 - Merger.
- 16-6a-1102 - Action on plan of merger.
- 16-6a-1103 - Articles of merger.
- 16-6a-1104 - Effect of merger.
- 16-6a-1105 - Merger with foreign nonprofit corporation.
- 16-6a-111 - Appeal from division's refusal to file document.
- 16-6a-112 - Evidentiary effect of copy of filed document.
- 16-6a-113 - Certificates issued by the division.
- 16-6a-114 - Penalty for signing false documents.
- 16-6a-115 - Liability to third parties.
- 16-6a-116 - Private foundations.
- 16-6a-117 - Judicial relief.
- 16-6a-118 - Electronic documents.
- 16-6a-119 - Execution against a mutual benefit corporation.
- 16-6a-1201 - Sale of property.
- 16-6a-1202 - Sale of property other than in regular course of activities.
- 16-6a-1301 - Distributions prohibited.
- 16-6a-1302 - Authorized distributions.
- 16-6a-1401 - Dissolution by incorporators or directors if no members.
- 16-6a-1402 - Dissolution by directors and members.
- 16-6a-1403 - Articles of dissolution.
- 16-6a-1404 - Revocation of dissolution.
- 16-6a-1405 - Effect of dissolution.
- 16-6a-1406 - Disposition of known claims by notification.
- 16-6a-1407 - Disposition of claims by publication.
- 16-6a-1408 - Enforcement of claims against dissolved nonprofit corporation.
- 16-6a-1409 - Service on dissolved nonprofit corporation.
- 16-6a-1410 - Grounds for administrative dissolution.
- 16-6a-1411 - Procedure for and effect of administrative dissolution.
- 16-6a-1412 - Reinstatement following administrative dissolution -- Reinstatement after voluntary dissolution.
- 16-6a-1413 - Appeal from denial of reinstatement.
- 16-6a-1414 - Grounds for judicial dissolution.
- 16-6a-1415 - Procedure for judicial dissolution.
- 16-6a-1416 - Receivership or custodianship.
- 16-6a-1417 - Decree of dissolution.
- 16-6a-1418 - Dissolution upon expiration of period of duration.
- 16-6a-1419 - Deposit with state treasurer.
- 16-6a-1501 - Authority to conduct affairs required.
- 16-6a-1502 - Consequences of conducting affairs without authority.
- 16-6a-1503 - Application for authority to conduct affairs.
- 16-6a-1504 - Amended application for authority to conduct affairs.
- 16-6a-1505 - Effect of filing an application for authority to conduct affairs.
- 16-6a-1506 - Corporate name and assumed corporate name of foreign nonprofit corporation.
- 16-6a-1507 - Registered name of foreign nonprofit corporation.
- 16-6a-1510 - Resignation of registered agent of foreign nonprofit corporation.
- 16-6a-1511 - Service on foreign nonprofit corporation.
- 16-6a-1512 - Merger of foreign nonprofit corporations authorized to conduct affairs in this state.
- 16-6a-1513 - Withdrawal of foreign nonprofit corporation.
- 16-6a-1514 - Service on withdrawn foreign nonprofit corporation.
- 16-6a-1515 - Grounds for revocation.
- 16-6a-1516 - Procedure for and effect of revocation.
- 16-6a-1517 - Appeal from revocation.
- 16-6a-1518 - Domestication of foreign nonprofit corporations.
- 16-6a-1601 - Corporate records.
- 16-6a-1602 - Inspection of records by directors and members.
- 16-6a-1603 - Scope of inspection right.
- 16-6a-1604 - Court-ordered inspection of corporate records.
- 16-6a-1605 - Limitations on use of membership list.
- 16-6a-1606 - Financial statements.
- 16-6a-1607 - Annual report for division.
- 16-6a-1608 - Statement of person named as director or officer.
- 16-6a-1609 - Interrogatories by division.
- 16-6a-1610 - Scope of a member's right to inspect or receive copies.
- 16-6a-1701 - Application to existing domestic nonprofit corporations -- Reports of domestic and foreign nonprofit corporation.
- 16-6a-1702 - Application to foreign nonprofit corporations.
- 16-6a-1703 - Nonapplicability of chapter.
- 16-6a-1704 - Saving provisions.
- 16-6a-1705 - Severability clause.
- 16-6a-201 - Incorporators.
- 16-6a-202 - Articles of incorporation.
- 16-6a-203 - Incorporation.
- 16-6a-204 - Liability for preincorporation transactions.
- 16-6a-205 - Organization of the corporation.
- 16-6a-206 - Bylaws.
- 16-6a-207 - Incorporation of cooperative association.
- 16-6a-301 - Purposes.
- 16-6a-302 - General powers.
- 16-6a-303 - Emergency powers.
- 16-6a-304 - Ultra vires.
- 16-6a-401 - Corporate name.
- 16-6a-402 - Reserved name.
- 16-6a-403 - Corporate name -- Limited rights.
- 16-6a-601 - No requirement of members.
- 16-6a-602 - Number and classes.
- 16-6a-603 - Admission.
- 16-6a-604 - Consideration.
- 16-6a-605 - Differences in rights and obligations of members.
- 16-6a-606 - Transfers.
- 16-6a-607 - Creditor's action against member.
- 16-6a-608 - Resignation.
- 16-6a-609 - Termination, expulsion, or suspension.
- 16-6a-610 - Purchase of memberships.
- 16-6a-611 - No property right.
- 16-6a-612 - Derivative suits.
- 16-6a-613 - Delegates.
- 16-6a-701 - Annual and regular meetings.
- 16-6a-702 - Special meetings.
- 16-6a-703 - Court-ordered meeting.
- 16-6a-704 - Notice of meeting.
- 16-6a-705 - Waiver of notice.
- 16-6a-706 - Record date -- Determining members entitled to notice and vote.
- 16-6a-707 - Action without meeting.
- 16-6a-708 - Meetings by telecommunication.
- 16-6a-709 - Action by written ballot.
- 16-6a-710 - Members' list for meeting and action by written ballot.
- 16-6a-711 - Voting entitlement generally.
- 16-6a-712 - Proxies.
- 16-6a-713 - Nonprofit corporation's acceptance of votes.
- 16-6a-714 - Quorum and voting requirements for voting groups.
- 16-6a-715 - Action by single and multiple voting groups.
- 16-6a-716 - Greater quorum or voting requirements.
- 16-6a-717 - Voting for directors -- Cumulative voting.
- 16-6a-718 - Voting agreements.
- 16-6a-801 - Requirement for board of directors.
- 16-6a-802 - Qualifications of directors.
- 16-6a-803 - Number of directors.
- 16-6a-804 - Election, appointment, and designation of directors.
- 16-6a-805 - Terms of directors generally.
- 16-6a-806 - Staggered terms for directors.
- 16-6a-807 - Resignation of directors.
- 16-6a-808 - Removal of directors.
- 16-6a-809 - Removal of directors by judicial proceeding.
- 16-6a-810 - Vacancy on board.
- 16-6a-811 - Compensation of directors.
- 16-6a-812 - Meetings.
- 16-6a-813 - Action without meeting.
- 16-6a-814 - Notice of meeting.
- 16-6a-815 - Waiver of notice.
- 16-6a-816 - Quorum and voting.
- 16-6a-817 - Committees of the board.
- 16-6a-818 - Officers.
- 16-6a-819 - Duties of officers.
- 16-6a-820 - Resignation and removal of officers.
- 16-6a-821 - Contract rights with respect to officers.
- 16-6a-822 - General standards of conduct for directors and officers.
- 16-6a-823 - Limitation of liability of directors.
- 16-6a-824 - Liability of directors for unlawful distributions.
- 16-6a-825 - Conflicting interest transaction.
- 16-6a-826 - Common members, directors, or officers.
- 16-6a-901 - Indemnification definitions.
- 16-6a-902 - Authority to indemnify directors.
- 16-6a-903 - Mandatory indemnification of directors.
- 16-6a-904 - Advance of expenses for directors.
- 16-6a-905 - Court-ordered indemnification of directors.
- 16-6a-906 - Determination and authorization of indemnification of directors.
- 16-6a-907 - Indemnification of officers, employees, fiduciaries, and agents.
- 16-6a-908 - Insurance.
- 16-6a-909 - Limitations on indemnification of directors.
- 16-6a-910 - Notice to voting members of indemnification of director.
- Chapter 07 - Corporations Sole
- 16-7-1 - Formation -- Purposes.
- 16-7-10 - Death of bishop, trustee, not incorporated -- Succession to property.
- 16-7-11 - Fees for filing documents and issuing certificates.
- 16-7-12 - Dissolution of corporation sole.
- 16-7-13 - Merger and consolidation.
- 16-7-14 - Restatement of articles of incorporation.
- 16-7-15 - Official representative -- Registered office -- Registered agent.
- 16-7-16 - Prohibition on formation of corporation sole after May 3, 2004.
- 16-7-2 - Articles of incorporation -- Execution -- Filing.
- 16-7-3 - Contents of articles of incorporation.
- 16-7-4 - Certified copies of articles as evidence.
- 16-7-5 - Amendments of articles of incorporation.
- 16-7-6 - Powers of corporations sole.
- 16-7-7 - Right to act without authorization from members -- Sale of property.
- 16-7-8 - Execution of corporate instruments -- Authority of agents -- Revocation of authority.
- 16-7-9 - Succession in event of death, resignation, or removal of incumbent.
- Chapter 10a - Utah Revised Business Corporation Act
- 16-10a-1001 - Authority to amend.
- 16-10a-1002 - Amendment by board of directors.
- 16-10a-1003 - Amendment by board of directors and shareholders.
- 16-10a-1004 - Voting on amendments by voting groups.
- 16-10a-1005 - Amendment before issuance of shares.
- 16-10a-1006 - Articles of amendment.
- 16-10a-1007 - Restated articles of incorporation.
- 16-10a-1008 - Amendment pursuant to reorganization.
- 16-10a-1008.5 - Conversion to a nonprofit corporation.
- 16-10a-1008.7 - Conversion to or from a domestic limited liability company.
- 16-10a-1009 - Effect of amendment.
- 16-10a-101 - Short title.
- 16-10a-102 - Definitions.
- 16-10a-1020 - Amendment of bylaws by board of directors or shareholders.
- 16-10a-1021 - Bylaw changing quorum or voting requirement for shareholders.
- 16-10a-1022 - Bylaw changing quorum or voting requirement for directors.
- 16-10a-1023 - Bylaw provisions relating to election of directors.
- 16-10a-103 - Notice.
- 16-10a-104 - Powers of the division.
- 16-10a-1101 - Merger.
- 16-10a-1102 - Share exchange.
- 16-10a-1103 - Action on plan.
- 16-10a-1104 - Merger of parent and subsidiary.
- 16-10a-1105 - Articles of merger or share exchange.
- 16-10a-1106 - Effect of merger or share exchange.
- 16-10a-1107 - Merger or share exchange with foreign corporations.
- 16-10a-120 - Filing requirements.
- 16-10a-1201 - Sale or mortgage of property without shareholder approval.
- 16-10a-1202 - Sale of property requiring shareholder approval.
- 16-10a-121 - Forms.
- 16-10a-122 - Fees.
- 16-10a-123 - Effective time and date of filed documents.
- 16-10a-124 - Correcting filed documents.
- 16-10a-125 - Filing duty of division.
- 16-10a-126 - Appeal from division's refusal to file document.
- 16-10a-127 - Evidentiary effect of copy of filed document.
- 16-10a-128 - Certificates issued by the division.
- 16-10a-129 - Penalty for signing false documents.
- 16-10a-1301 - Definitions.
- 16-10a-1302 - Right to dissent.
- 16-10a-1303 - Dissent by nominees and beneficial owners.
- 16-10a-1320 - Notice of dissenters' rights.
- 16-10a-1321 - Demand for payment -- Eligibility and notice of intent.
- 16-10a-1322 - Dissenters' notice.
- 16-10a-1323 - Procedure to demand payment.
- 16-10a-1324 - Uncertificated shares.
- 16-10a-1325 - Payment.
- 16-10a-1326 - Failure to take action.
- 16-10a-1327 - Special provisions relating to shares acquired after announcement of proposed corporate action.
- 16-10a-1328 - Procedure for shareholder dissatisfied with payment or offer.
- 16-10a-1330 - Judicial appraisal of shares -- Court action.
- 16-10a-1331 - Court costs and counsel fees.
- 16-10a-1401 - Authorization of dissolution prior to issuance of shares.
- 16-10a-1402 - Authorization of dissolution after issuance of shares.
- 16-10a-1403 - Articles of dissolution.
- 16-10a-1404 - Revocation of dissolution.
- 16-10a-1405 - Effect of dissolution.
- 16-10a-1406 - Disposition of known claims by notification.
- 16-10a-1407 - Disposition of claims by publication -- Disposition in absence of publication.
- 16-10a-1408 - Enforcement of claims against dissolved corporations.
- 16-10a-1409 - Service on dissolved corporation.
- 16-10a-1420 - Grounds for administrative dissolution.
- 16-10a-1421 - Procedure for and effect of administrative dissolution.
- 16-10a-1422 - Reinstatement following dissolution.
- 16-10a-1423 - Appeal from denial of reinstatement.
- 16-10a-1430 - Grounds for judicial dissolution.
- 16-10a-1431 - Procedure for judicial dissolution.
- 16-10a-1432 - Receivership or custodianship.
- 16-10a-1433 - Decree of dissolution.
- 16-10a-1434 - Election to purchase in lieu of dissolution.
- 16-10a-1440 - Deposit with state treasurer.
- 16-10a-1501 - Authority to transact business required.
- 16-10a-1502 - Consequences of transacting business without authority.
- 16-10a-1503 - Application for authority to transact business.
- 16-10a-1504 - Amended application for authority to transact business.
- 16-10a-1505 - Effect of filing an application for authority to transact business.
- 16-10a-1506 - Corporate name and assumed corporate name of foreign corporation.
- 16-10a-1507 - Registered name of foreign corporation.
- 16-10a-1510 - Resignation of registered agent of foreign corporation.
- 16-10a-1511 - Service on foreign corporation.
- 16-10a-1520 - Withdrawal of foreign corporation.
- 16-10a-1521 - Service on withdrawn foreign corporation.
- 16-10a-1530 - Grounds for revocation.
- 16-10a-1531 - Procedure for and effect of revocation.
- 16-10a-1532 - Appeal from revocation.
- 16-10a-1533 - Domestication of foreign corporations.
- 16-10a-1601 - Corporate records.
- 16-10a-1602 - Inspection of records by shareholders and directors.
- 16-10a-1603 - Scope of inspection right.
- 16-10a-1604 - Court-ordered inspection.
- 16-10a-1605 - Financial statements.
- 16-10a-1606 - Information respecting shares.
- 16-10a-1607 - Annual report for division.
- 16-10a-1608 - Statement of person named as director or officer.
- 16-10a-1701 - Application to existing domestic corporations.
- 16-10a-1702 - Application to foreign corporations.
- 16-10a-1703 - Publication.
- 16-10a-1704 - Saving provisions.
- 16-10a-1705 - Severability clause.
- 16-10a-201 - Incorporators.
- 16-10a-202 - Articles of incorporation.
- 16-10a-203 - Incorporation.
- 16-10a-204 - Liability for preincorporation transactions.
- 16-10a-205 - Organization of the corporation.
- 16-10a-206 - Bylaws.
- 16-10a-301 - Purposes.
- 16-10a-302 - General powers.
- 16-10a-303 - Ultra vires.
- 16-10a-401 - Corporate name.
- 16-10a-402 - Reserved name.
- 16-10a-403 - Corporate name -- Limited rights.
- 16-10a-601 - Authorized shares.
- 16-10a-602 - Terms of class or series determined by board of directors.
- 16-10a-603 - Issued and outstanding shares.
- 16-10a-604 - Fractional shares.
- 16-10a-620 - Subscriptions for shares.
- 16-10a-621 - Issuance of shares.
- 16-10a-622 - Liability of shareholders.
- 16-10a-623 - Share dividends.
- 16-10a-624 - Share options and other rights.
- 16-10a-625 - Form and content of certificates.
- 16-10a-626 - Shares without certificates.
- 16-10a-627 - Restrictions on transfer or registration of shares or other securities.
- 16-10a-628 - Expense of issue.
- 16-10a-630 - Shareholders' preemptive rights.
- 16-10a-631 - Corporation's acquisition of its own shares.
- 16-10a-640 - Distributions to shareholders.
- 16-10a-641 - Unclaimed distributions.
- 16-10a-701 - Annual meeting.
- 16-10a-702 - Special meeting.
- 16-10a-703 - Court-ordered meeting.
- 16-10a-704 - Action without meeting.
- 16-10a-705 - Notice of meeting.
- 16-10a-706 - Waiver of notice.
- 16-10a-707 - Record date.
- 16-10a-708 - Meetings by telecommunication.
- 16-10a-720 - Shareholders' list for meeting.
- 16-10a-721 - Voting entitlement of shares.
- 16-10a-722 - Proxies.
- 16-10a-723 - Shares held by nominees.
- 16-10a-724 - Corporation's acceptance of votes.
- 16-10a-725 - Quorum and voting requirements for voting groups.
- 16-10a-726 - Action by single and multiple voting groups.
- 16-10a-727 - Greater quorum or voting requirements.
- 16-10a-728 - Voting for directors -- Cumulative voting.
- 16-10a-730 - Voting trusts.
- 16-10a-731 - Voting agreements.
- 16-10a-732 - Shareholder agreements.
- 16-10a-740 - Procedure in derivative proceedings.
- 16-10a-801 - Requirement for and duties of board of directors.
- 16-10a-802 - Qualifications of directors.
- 16-10a-803 - Number and election of directors.
- 16-10a-804 - Election of directors by certain classes of shareholders.
- 16-10a-805 - Terms of directors generally.
- 16-10a-806 - Staggered terms for directors.
- 16-10a-807 - Resignation of directors.
- 16-10a-808 - Removal of directors by shareholders.
- 16-10a-809 - Removal of directors by judicial proceeding.
- 16-10a-810 - Vacancy on board.
- 16-10a-811 - Compensation of directors.
- 16-10a-820 - Meetings.
- 16-10a-821 - Action without meeting.
- 16-10a-822 - Notice of meeting.
- 16-10a-823 - Waiver of notice.
- 16-10a-824 - Quorum and voting.
- 16-10a-825 - Committees.
- 16-10a-830 - Required officers.
- 16-10a-831 - Duties of officers.
- 16-10a-832 - Resignation and removal of officers.
- 16-10a-833 - Contract rights with respect to officers.
- 16-10a-840 - General standards of conduct for directors and officers.
- 16-10a-841 - Limitation of liability of directors.
- 16-10a-842 - Liability of directors for unlawful distributions.
- 16-10a-850 - Definitions relating to conflicting interest transactions.
- 16-10a-851 - Judicial action.
- 16-10a-852 - Directors' action.
- 16-10a-853 - Shareholders' action.
- 16-10a-901 - Definitions.
- 16-10a-902 - Authority to indemnify directors.
- 16-10a-903 - Mandatory indemnification of directors.
- 16-10a-904 - Advance of expenses for directors.
- 16-10a-905 - Court-ordered indemnification of directors.
- 16-10a-906 - Determination and authorization of indemnification of directors.
- 16-10a-907 - Indemnification of officers, employees, fiduciaries, and agents.
- 16-10a-908 - Insurance.
- 16-10a-909 - Limitations on indemnification of directors.
- Chapter 11 - Professional Corporation Act
- 16-11-1 - Short title.
- 16-11-10 - Laws as to professional relationships not altered.
- 16-11-11 - Authority of regulating boards not restricted or limited.
- 16-11-12 - Prohibited acts of professional corporations.
- 16-11-13 - Purchase or redemption of shares of disqualified shareholder.
- 16-11-14 - Annual certificate -- Filing -- Contents -- Filing fee.
- 16-11-15 - Incorporation under Utah Revised Business Corporation Act permitted -- Existing corporations may come under Professional Corporation Act.
- 16-11-16 - Corporate name.
- 16-11-2 - Definitions.
- 16-11-3 - Purpose of act.
- 16-11-4 - Incorporators -- Articles of incorporation.
- 16-11-5 - Application of Utah Revised Business Corporation Act -- Conflicts.
- 16-11-6 - Purpose of professional corporation -- Power to own property and invest funds.
- 16-11-7 - Issuance of shares of capital stock -- Restrictions.
- 16-11-8 - Officer, director, or shareholder shall be licensed professional -- Nonlicensed person as secretary or treasurer.
- 16-11-9 - Licensed persons to render professional services.
- Chapter 12 - Real Estate Investment Trust Act
- Chapter 13 - Business Development Corporations
- 16-13-1 - Organization of development corporations under Utah Revised Business Corporation Act -- Corporate name.
- 16-13-10 - Amount of net earnings set apart as earned surplus.
- 16-13-11 - Designation of depository.
- 16-13-12 - Licensing, supervision, and examination by commissioner of financial institutions -- Fees.
- 16-13-2 - Definitions.
- 16-13-3 - Purposes of development corporation.
- 16-13-4 - General powers of business development corporation.
- 16-13-5 - Bonds or securities, capital stock of development corporations -- Authority to purchase, hold, or dispose of -- Rights of holders -- Rights of financial institutions.
- 16-13-8 - Board of directors -- Number and election of members.
- 16-13-9 - Requirement before commencing business -- Cash consideration for shares -- Minimum stated capital.
- Chapter 15 - Utah Business Trust Registration Act
- 16-15-101 - Title.
- 16-15-102 - Definition of business trust.
- 16-15-103 - Name.
- 16-15-104 - Registration required -- Certificate of registration.
- 16-15-105 - Filing of certificate -- Fees.
- 16-15-106 - Powers.
- 16-15-107 - Expiration of filing -- Notice.
- 16-15-108 - When amendments are required.
- 16-15-109 - Registered agent.
- 16-15-110 - Trustee and beneficiary governed by declaration of trust -- Common law.
- Chapter 16 - Uniform Limited Cooperative Association Act
- 16-16-1001 - Members' contributions.
- 16-16-1002 - Contribution and valuation.
- 16-16-1003 - Contribution agreements.
- 16-16-1004 - Allocations of profits and losses.
- 16-16-1005 - Distributions.
- 16-16-1006 - Redemption or repurchase.
- 16-16-1007 - Limitations on distributions.
- 16-16-1008 - Liability for improper distributions -- Limitation of action.
- 16-16-1009 - Alternative distribution of unclaimed property, distributions, redemptions, or payments.
- 16-16-101 - Title.
- 16-16-102 - Definitions.
- 16-16-103 - Limited cooperative association subject to amendment or repeal of chapter.
- 16-16-104 - Nature of limited cooperative association.
- 16-16-105 - Purpose and duration of limited cooperative association.
- 16-16-106 - Powers.
- 16-16-107 - Governing law.
- 16-16-108 - Supplemental principles of law.
- 16-16-109 - Requirements of other laws.
- 16-16-110 - Relation to restraint of trade and antitrust laws.
- 16-16-1101 - Member's dissociation.
- 16-16-1102 - Effect of dissociation as member.
- 16-16-1103 - Power of estate of member.
- 16-16-111 - Name.
- 16-16-112 - Reservation of name.
- 16-16-113 - Effect of organic rules.
- 16-16-114 - Required information.
- 16-16-115 - Business transactions of member with limited cooperative association.
- 16-16-116 - Dual capacity.
- 16-16-117 - Designated office and agent for service of process.
- 16-16-118 - Change of designated office or agent for service of process.
- 16-16-119 - Resignation of agent for service of process.
- 16-16-120 - Service of process.
- 16-16-1201 - Dissolution and winding up.
- 16-16-1202 - Nonjudicial dissolution.
- 16-16-1203 - Judicial dissolution.
- 16-16-1204 - Voluntary dissolution before commencement of activity.
- 16-16-1205 - Voluntary dissolution by the board and members.
- 16-16-1206 - Winding up.
- 16-16-1207 - Distribution of assets in winding up limited cooperative association.
- 16-16-1208 - Known claims against dissolved limited cooperative association.
- 16-16-1209 - Other claims against dissolved limited cooperative association.
- 16-16-1210 - Court proceeding.
- 16-16-1211 - Administrative dissolution.
- 16-16-1212 - Reinstatement following administrative dissolution.
- 16-16-1213 - Denial of reinstatement -- Appeal.
- 16-16-1214 - Statement of dissolution.
- 16-16-1215 - Statement of termination.
- 16-16-1301 - Derivative action.
- 16-16-1302 - Proper plaintiff.
- 16-16-1303 - Pleading.
- 16-16-1304 - Approval for discontinuance or settlement.
- 16-16-1305 - Proceeds and expenses.
- 16-16-1401 - Governing law.
- 16-16-1402 - Application for certificate of authority.
- 16-16-1403 - Activities not constituting transacting business.
- 16-16-1404 - Issuance of certificate of authority.
- 16-16-1405 - Noncomplying name of foreign cooperative.
- 16-16-1406 - Revocation of certificate of authority.
- 16-16-1407 - Cancellation of certificate of authority -- Effect of failure to have certificate.
- 16-16-1408 - Action by attorney general.
- 16-16-1501 - Disposition of assets not requiring member approval.
- 16-16-1502 - Member approval of other disposition of assets.
- 16-16-1503 - Notice and action on disposition of assets.
- 16-16-1504 - Disposition of assets.
- 16-16-1601 - Definitions.
- 16-16-1602 - Conversion.
- 16-16-1603 - Action on plan of conversion by converting limited cooperative association.
- 16-16-1604 - Filings required for conversion -- Effective date.
- 16-16-1605 - Effect of conversion.
- 16-16-1606 - Merger.
- 16-16-1607 - Notice and action on plan of merger by constituent limited cooperative association.
- 16-16-1608 - Approval or abandonment of merger by members.
- 16-16-1609 - Filings required for merger -- Effective date.
- 16-16-1610 - Effect of merger.
- 16-16-1611 - Consolidation.
- 16-16-1612 - Part not exclusive.
- 16-16-1701 - Uniformity of application and construction.
- 16-16-1702 - Relation to Electronic Signatures in Global and National Commerce Act.
- 16-16-1703 - Savings clause.
- 16-16-201 - Signing of records delivered for filing to division.
- 16-16-202 - Signing and filing of records pursuant to judicial order.
- 16-16-203 - Delivery to and filing of records by division -- Effective time and date.
- 16-16-204 - Correcting filed record.
- 16-16-205 - Liability for inaccurate information in filed record.
- 16-16-206 - Certificate of good standing or authorization.
- 16-16-207 - Annual report for division.
- 16-16-208 - Filing fees.
- 16-16-301 - Organizers.
- 16-16-302 - Formation of limited cooperative association -- Articles of organization.
- 16-16-303 - Organization of limited cooperative association.
- 16-16-304 - Bylaws.
- 16-16-401 - Authority to amend organic rules.
- 16-16-402 - Notice and action on amendment of organic rules.
- 16-16-403 - Change to amendment of organic rules at meeting.
- 16-16-404 - Voting by district, class, or voting group.
- 16-16-405 - Approval of amendment.
- 16-16-406 - Restated articles of organization.
- 16-16-407 - Amendment or restatement of articles of organization -- Filing.
- 16-16-501 - Members.
- 16-16-502 - Becoming a member.
- 16-16-503 - No power as member to bind association.
- 16-16-504 - No liability as member for association's obligations.
- 16-16-505 - Right of member and former member to information.
- 16-16-506 - Annual meeting of members.
- 16-16-507 - Special meeting of members.
- 16-16-508 - Notice of members meeting.
- 16-16-509 - Waiver of members meeting notice.
- 16-16-510 - Quorum of members.
- 16-16-511 - Voting by patron members.
- 16-16-512 - Determination of voting power of patron member.
- 16-16-513 - Voting by investor members.
- 16-16-514 - Voting requirements for members.
- 16-16-515 - Manner of voting.
- 16-16-516 - Action without a meeting.
- 16-16-517 - Districts and delegates -- Classes of members.
- 16-16-601 - Member's interest.
- 16-16-602 - Patron and investor members' interests.
- 16-16-603 - Transferability of member's interest.
- 16-16-604 - Security interest and set-off.
- 16-16-605 - Charging orders for judgment creditor of member or transferee.
- 16-16-701 - Authority.
- 16-16-702 - Marketing contracts.
- 16-16-703 - Duration of marketing contract.
- 16-16-704 - Remedies for breach of contract.
- 16-16-801 - Board of directors.
- 16-16-802 - No liability as director for limited cooperative association's obligations.
- 16-16-803 - Qualifications of directors.
- 16-16-804 - Election of directors and composition of board.
- 16-16-805 - Term of director.
- 16-16-806 - Resignation of director.
- 16-16-807 - Removal of director.
- 16-16-808 - Suspension of director by board.
- 16-16-809 - Vacancy on board.
- 16-16-810 - Remuneration of directors.
- 16-16-811 - Meetings.
- 16-16-812 - Action without meeting.
- 16-16-813 - Meetings and notice.
- 16-16-814 - Waiver of notice of meeting.
- 16-16-815 - Quorum.
- 16-16-816 - Voting.
- 16-16-817 - Committees.
- 16-16-818 - Standards of conduct and liability.
- 16-16-819 - Conflict of interest.
- 16-16-820 - Other considerations of directors.
- 16-16-821 - Right of director or committee member to information.
- 16-16-822 - Appointment and authority of officers.
- 16-16-823 - Resignation and removal of officers.
- 16-16-901 - Indemnification.
- Chapter 17 - Model Registered Agents Act
- 16-17-101 - Title.
- 16-17-102 - Definitions.
- 16-17-201 - Fees.
- 16-17-202 - Addresses in filings.
- 16-17-203 - Appointment of registered agent.
- 16-17-204 - Listing of commercial registered agent.
- 16-17-205 - Termination of listing of commercial registered agent.
- 16-17-206 - Change of registered agent by entity.
- 16-17-207 - Change of name or address by noncommercial registered agent.
- 16-17-208 - Change of name, address, or type of organization by commercial registered agent.
- 16-17-209 - Resignation of registered agent.
- 16-17-210 - Appointment of agent by nonfiling or nonqualified foreign entity.
- 16-17-301 - Service of process on entities.
- 16-17-302 - Duties of registered agent.
- 16-17-401 - Jurisdiction and venue.
- 16-17-402 - Consistency of application.
- 16-17-403 - Relation to Electronic Signatures in Global and National Commerce Act.
- 16-17-404 - Savings clause.